WATERS CORP DE
For the period ended May 22, 2025. Filed Apr 9, 2025.
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May 22, 2025 · Filed Apr 9, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Waters Corporation
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Dear Shareholders,
Waters is entering a new era of growth. Since beginning our transformation journey in 2020, our dedicated executive team has successfully regained commercial momentum, revitalized our portfolio, and expanded into rapidly growing adjacent markets. We finished 2024 in a position of strength with greater scale in our adjacencies and resilience across our business.
Over the past year, the Board maintained its prioritization of strong corporate governance practices and active director refreshment to ensure we are equipped with the set of skills and expertise needed to effectively oversee Waters’ ambitious strategy. Our highly qualified Board is composed of 10 directors, all of whom contribute skills critical to overseeing Waters’ strategy, including expertise in global markets, science and technology, manufacturing, strategic planning, and mergers and acquisitions. Further to this goal, in August 2024, we welcomed Heather Knight as our newest independent director. She brings extensive expertise in the pharmaceutical and medical device industries, along with innovation-focused strategic insights that enhance discussions on strategies to accelerate Waters’ operational and financial performance.
As we look to 2025, the Board remains confident in the deep bench of talent on our executive team and their ability to carry forward our leadership position in downstream, high-volume life sciences applications. The Board and management team will continue to prioritize effective oversight of our most critical asset: our people. One of Waters’ greatest strengths is the tremendous dedication of our 7,600 global employees, who closely collaborate with our customers to solve their greatest scientific challenges.
The Board is proud to have been named the 2024 “Public Company Board of the Year” by the National Association of Corporate Directors (NACD) New England Chapter.
On behalf of the full Board, thank you for your investment and engagement with Waters. We value the perspectives and feedback of all of our shareholders as we pursue our goal of creating sustainable shareholder growth. We respectfully ask for your support on the matters presented for vote in this proxy statement.
Sincerely,
Dr. Flemming Ornskov, M.D., M.P.H. Chair of the Board of Waters Corporation
Dear Shareholders,
Throughout 2024, Waters has remained focused on operational excellence, capitalizing on the success of our new product launches and deepening our relationships with customers globally. Thank you for your continued support. I would also like to extend my sincere appreciation to our team for their commitment, which has been fundamental in achieving this year’s great progress.
In the second half of 2024, we returned to growth across all our end-markets, successfully navigating significant market headwinds we had experienced earlier in the year. Although revenues were flat for 2024, we achieved year-over-year GAAP and adjusted operating income margin expansion, closing the year at 27.9% as reported and 31.0% on an adjusted basis, even after absorbing significant foreign exchange impacts. 2024 also marks the fourth consecutive year in which we have delivered top-tier total shareholder returns, putting us again at the top of the Life Science tools peer group.
At Waters, we continue to be driven by our purpose to accelerate the benefits of pioneering science. We collaborate with our customers to address complex challenges – such as bringing life-saving therapies to market, detecting diseases early, keeping the food and water we consume pure, and ensuring batteries are safe to use. I am incredibly proud of what we are building together.
Over the past four years, we have successfully executed a transformation that has enabled us to regain our commercial momentum, revitalize our innovation, and enter fast-growing adjacencies. In 2024, we made significant strides in each area. As weregained our commercial momentum our strategic initiatives enabled us to:
| • | Establish a strong cadence of instrument replacement, with only 15% of aged instruments remaining in the original data set; |
| • | Increase our service attachment rate to over 50%, with our service team achieving top ranking by our customers, with industry-leading net promoter scores according to the Technology & Services Industry Association; |
| • | Drive eCommerce adoption, with over 40% of chemistry revenue for the year generated online; and |
| • | Increase contract organizations, which represented 25% of pharmaceutical revenue for the year. |
Werevitalized our portfolio through several innovative product launches that play a unique role in solving customers’ unmet needs and focus on reducing human error, simplifying workflows, and improving product sustainability. A few highlights include Alliance iS Bio HPLC System, for smarter, more capable liquid chromatography separation; Xevo TM MRT Mass Spectrometer, with its market-leading sensitivity and sustainable design; and our newer column launches, which are aimed at separating larger, more complex molecules like biologics and novel modalities
Finally, we continued toallocate resources to enter faster-growing adjacencies. We invested in areas such as bioseparations, bioanalytical characterization, took LC-MS into specialty diagnostics, and introduced our thermal and mechanical analysis portfolio to battery testing.
We are now entering a new phase of growth in 2025, building on our transformation, as we:
| • | Embed excellence in execution |
| • | Continue to deliver pioneering innovation |
| • | Scale up in high-growth areas |
We are well positioned to capitalize on the emerging opportunities ahead to drive sustained, long-term growth while continuing to collaborate with our customers to accelerate the benefits of pioneering science.
Thank you for your trust and continued investment in Waters.
Sincerely, Udit
Udit Batra, Ph.D. President and Chief Executive Officer
Unless otherwise noted, all figures discussed are as of or for the year ended December 31, 2024. Certain measures, such as adjusted operating income margin percentages, are presented on a Non-GAAP basis; the GAAP to Non-GAAP reconciliations for these measures are available on the Investor Relations pages of the Company’s website.
WATERS CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| Date: | Thursday, May 22, 2025 |
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| Time: | 9:00 a.m., Eastern Time |
| Place: | The Annual Meeting of Shareholders (the “Annual Meeting”) of Waters Corporation (“Waters” or the “Company”) will be a virtual meeting held exclusively via the Internet. To attend, you must register at www.proxydocs.com/wat. After you register, you will receive instructions via email, including your unique links that will allow you access to the Annual Meeting and will permit you to submit questions. You will not be able to attend the Annual Meeting in person. |
| Record Date: | March 24, 2025. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and vote at, the Annual Meeting. For at least ten (10) days prior to the Annual Meeting, a list of the shareholders entitled to vote at the Annual Meeting will be available for inspection upon request. |
| Items of Business: | 1. To elect directors to serve for the ensuing year and until their successors are elected; |
| 2. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; | |
| 3. To approve, on a non-binding, advisory basis, the compensation of the Company’s executive officers; | |
| 4. To approve the Company’s Amended and Restated 2009 Employee Stock Purchase Plan; and | |
| 5. To consider and act upon any other matters which may properly come before the Annual Meeting or any adjournment thereof. | |
| Voting: | Your vote is extremely important regardless of the number of shares you own. Whether or not you expect to participate in the Annual Meeting, we urge you to vote promptly by telephone or Internet or by signing, dating, and returning a printed proxy card or voting instruction form, as applicable. If you participate in the Annual Meeting, you may vote your shares electronically during the Annual Meeting even if you previously voted your proxy. Please vote as soon as possible to ensure that your shares will be represented and counted at the Annual Meeting. |
Important Notice Regarding the Availability of Proxy Materials for Annual Meeting of Shareholders To be Held on May 22, 2025: The accompanying Proxy Statement (the “Proxy Statement”) and the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at https://www.proxydocs.com/wat. The Proxy Statement is being furnished by the Board of Directors (the “Board”) of Waters Corporation in connection with the Board’s solicitation of proxies (each a “Proxy” and, collectively, the “Proxies”) for use at the Annual Meeting.
We are making the Proxy Statement and the form of Proxy first available on or about April 9, 2025.
By order of the Board of Directors
Keeley A. Aleman
Senior Vice President, General Counsel and Secretary
Milford, Massachusetts
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.